ANNOUNCEMENT TO BURSA MALAYSIA SECURITES BERHAD GLOMAC BERHAD ( Glomac or the Company ) - Proposed Acquisition of land by Glomac Alliance Sdn Bhd, a wholly-owned subsidiary of Glomac from Score Option Sdn Bhd (Receivers and Managers Appointed) for a purchase consideration of RM77,000,000.00 ( Proposed Acquisition ) 1.0 INTRODUCTION The Board of Directors of Glomac is pleased to announce that its wholly-owned subsidiary, GLOMAC ALLIANCE SDN BHD ( GASB ) has on 21 January 2011 entered into a Sale and Purchase Agreement ( SPA ) with SCORE OPTION SDN BHD (Receiver and Manager Appointed) (Company No. 550356-V) ( Vendor ) acting through and by the receivers and managers, DUAR TUAN KIAT [NRIC No. 610323-10-5375] and ADAM PRIMUS VARGHESE BIN ABDULLAH [NRIC No. 550131-08-5849] of Messrs Ernst & Young ( Receiver and Manager ) for the proposed acquisition of the Land described in Item 2.0 below for a purchase consideration of RM77,000,000.00 ( Purchase Price ). 2.0 INFORMATION ON THE LAND 2.1 The Vendor is the registered owner of the leasehold land held under Master Title HS(D) 112510 No. PT2063, Mukim and District of Petaling, Selangor Darul Ehsan measuring approximately 809,349 square metres or 200 acres and bears the postal address of Lot 35449, Jalan Perindustrian Puchong, Bandar Metro Puchong, 47100 Puchong, Selangor Darul Ehsan ( the Land ). 2.2 The Land is charged to Malayan Banking Berhad ( MBB ) and is secured by, inter alia two (2) Debentures both dated 10 April 2008 and a Memorandum of Charge over the Land made between MBB and the Vendor. On 29 January 2010, MBB as the debenture holder appointed Receiver and Manager of the Vendor. 2.3 The purchase of the Land excludes the Sold Units as defined below: (i) Residentital units forming part of the buildings which have been sold to Austral Development Sdn Bhd ( ADSB ) (Receivers and Managers Appointed) (ii) Vacant lots sold by ADSB (iii) Residential units sold by GASB (iv) Units sold by the previous proprietor of the Land namely Serangkai Emas Sdn Bhd (In Liquidation) 2.4 The Land is located in Puchong and is about 900 metres off the right side of Jalan Puchong traveling towards Putrajaya/Cyberjaya from Jalan Kelang Lama and is close to established development areas such as the Pusat Bandar Puchong and Taman Perindustrian Puchong. 2.5 The Land is located about 23 kilometres south-west of Kuala Lumpur city centre whilst housing developments in its larger vicinity include Mutiara Puchong, Taman Wawasan, Bandar Puteri, Taman Sri Puchong and Taman Perindustrian Subang. Located off to the west and northwest of the Land is USJ-Subang Jayaand Sunway respectively.
2.6 The Land is accessible from Jalan Puchong via Jalan Sri Puchong, Jalan TPP 6/2, Jalan TPP 6/7, Jalan TTP 6/8, Jalan TPP 6/1, Jalan TPP 6/2, Jalan TPP 6/5 and Jalan Perindustrian Puchong which provide access into the Land, all being metalled roads. Other prominent developments in the neighborhood include the Tesco Hypermarket, IOI Puchong Mall and the Tractors Engineering complex. 3.0 DETAILS OF THE PROPOSED ACQUISITION 3.1 The Vendor, acting through the Receiver and Manager as its agent, is desirous of selling the Land and the Purchaser by the offer submitted to the Receiver and Manager, has offered to purchase the Land on an as is where is basis and free from encumbrances. The purchase price of RM77,000,000.00 was arrived at by way of an offer submitted to the Receiver and Manager on a willing-buyer, willing-seller basis. 3.2 Pursuant to the SPA, the Purchase Price will be settled as follows: (i) (ii) 10% upon signing of the SPA; and Balance of 90% within 60 days of Effective Date (the date of the last Vendor s Endeavours is fulfilled under Item 3.5 below) with and automatic extension of another 30 days. 3.3 The Completion Date of the SPA shall be fourteen (14) days after the date of presentation of the transfer in favour of GASB in respect of the Land for registration at the relevant land registry. GASB shall be entitled for refund of deposit paid and the Vendor shall be entitled to rescind the agreement in the event that the transfer cannot be registered for any reason not attributable to GASB. 3.4 GASB as the Purchaser shall endeavour to remove, inter alia, all existing caveats and settlements to third party in relation to the Land. 3.5 The Vendor shall endeavour to: (i) obtain the approval or consent of the state authority to transfer the Land in favour GASB; (ii) obtain the approval from the Economic Planning Unit to transfer the Land in favour of GASB (if required); and (iii) remove and/or cause to be remove the Mexaland Caveats^ (if any) and the Vendor s Directors Caveats* (if any) ^Mexaland Caveats means the private caveats(s) (if any) entered over the Land or part of any part thereof by Mexaland Development Sdn Bhd or Landmark Concord Sdn Bhd *Vendor s Directors Caveats means the private caveat(s) (if any) entered over the Land or any part thereof by any director of the Vendor or any director of Austral Development Sdn Bhd (Receivers and Managers Appointed) which is the holding company of the Vendor 3.6 In the event that the Purchaser fulfills its obligations as stated under Item 3.3 but the Vendor is unable to fufill the Vendor s Endeavours as stated under Item 3.4, the Vendor shall be entitled at its sole discretion to rescind the SPA and refund to the Purchaser all monies paid to the Vendor and thereafter the SPA shall automatically lapse and cease to be of any further effect.
3.7 Glomac will finance the purchase consideration through a combination of internally generated funds and bank borrowings. 4.0 INFORMATION ON GASB AND VENDOR (Score Option Sdn Bhd) 4.1 GASB was incorporated in Malaysia under the Companies Act, 1965 on 18 March 1997. The present authorized share capital of GASB is RM50,000,000.00 comprising of 21,300,000 ordinary shares of RM1.00 each and 28,700,000 redeemable preference shares of RM1.00 each. The present issued paid-up capital of GASB is RM30,700,000 comprising of 2,000,000 ordinary shares of RM1.00 each and 28,700,000 redeemable preference shares of RM1.00 each have been issued and fully paid-up. 4.2 Score Option Sdn Bhd ( SOSB ) was incorporated on 14 June 2001 as a private limited company by shares. The authorized share capital is 5,000,000 and issued and paid-up share capital is RM2,000,000.00 at RM1.00 each. SOSB is principally involved in property development and SOSB is the registered proprietor of the Land excluding the Sold Units. Mr. Duar Tuan Kiat [NRIC No. 610323-10-5375] and Mr. Adam Primus Varghese bin Abdullah [NRIC No. 550131-08-5849] of Messrs Ernst & Young were appointed Receivers and Managers of SOSB on 29 January 2010 under the terms of a debenture dated 10 April 2008 given by SOSB to Malayan Banking Berhad. 4.3 On 17 January 2003, GASB and the Vendor entered into a joint venture for the development of 90 acres which forms a portion of the Land. Disputes have arisen between GASB and the Vendor which are currently the subject matter of a legal suit in the High Court of Malaya at Kuala Lumpur. On 30 May 2008, the Court had granted the Order of Injunction in favor of GASB. In respect of existing legal suit vide Kuala Lumpur High Court Civil Suit No.: S6-22-1154-2006 between the Vendor and GASB, both parties have agreed, covenant and undertake with one another that they will use their respective best endeavor to seek an adjournment of the case before the high court. In the event the relevant high court have ordered the parties to proceed with the hearing of the legal suit pending completion of the SPA, the Purchaser shall at its own cost withdraw the case with liberty to file afresh and the Vendor shall not raise any objection in respect of limitation periods. The existing legal suit will be withdrawn within fourteen (14) days from the Completion Date. 4.4 None of the Directors and/or substantial shareholders of the Vendor are connected to any Directors and/or substantial shareholders of Glomac. 5.0 RATIONALE FOR THE PROPOSED ACQUISITION 5.1 The proposed acquisition is in line with Glomac s core strategy of acquiring suitable development landbank within the Klang Valley with strong potential for prime and sizable new developments.
5.2 The Land is strategic as it is relatively sizeable and hence ideal for a wider mix of products, and is in close proximity to Puchong s established commercial hub whereby IOI Mall and Tesco Store are located in the immediate vicinity. The location is well serviced by several major highways such as Lebuhraya Damansara-Puchong (LDP) and Shah Alam Expressway (Kesas). 5.3 Glomac launched the maiden phase of this development, known as Lakeside Residences, in 2005 and has since successfully completed and handed over the properties to the purchasers. However, as a result of the aforementioned disputes with the Vendor, the development of subsequent phases was put on hold despite the strong positive response to Phase 1. The proposed acquisition will now allow Glomac to take full control of the 90 acres under the earlier joint venture agreement, and further extend its landbank in the same location to 200 acres, to further capitalise on the proven success of Phase 1 of Lakeside Residences. 6.0 EFFECTS OF THE PROPOSED ACQUISITION 6.1 Share Capital The Proposed Acquisition will have no effect on the issued and paid-up share capital of the Company. 6.2 Net Assets ( NA ) The Proposed Acquisition will have no effect on the consolidated NA of Glomac. 6.3 Earnings The Proposed Acquisition is not expected to have a material impact on the earnings of Glomac for the financial year ending 30 April 2011. However, the Proposed Acquisition is expected to contribute positively to the future earnings of Glomac. 6.4 Shareholding structure The Proposed Acquisition will have no effect on the shareholding structure of the Company. 7.0 APPROVALS REQUIRED 7.1 The Proposed Acquisition is not subject to the approval of the shareholders of the Company as the highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Main Market Listing Requirement is 13.12%. 7.2 The Proposed Acquisition is subject to the approval of the state authority for the transfer of the Land. 8.0 DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST None of the Directors and/or Substantial Shareholders of Glomac or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition.
9.0 DIRECTORS' STATEMENT The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Group. 10.0 DOCUMENT AVAILABLE FOR INSPECTION The SPA will be available for inspection at the Registered Office of the Company at 12th Floor, Wisma Glomac 3, Kompleks Kelana Centre Point, Jalan SS 7/19, Kelana Jaya 47301 Petaling Jaya, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) for a period of fourteen (14) days from the date of this announcement. This announcement is dated 24 January 2011. c.c. Securities Commission